UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Clean Diesel Technologies, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
18449C401
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 18449C401
1. Names of Reporting Person
Allen & Company LLC
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
New York, United States
5. Sole Voting Power: 333,332 (including warrants to acquire
Number of 166,666 shares)
Shares
Beneficially 6. Shared Voting Power: 0
Owned by
Each Reporting 7. Sole Dispositive Power: 333,332 (including warrants to
Person With acquire 166,666 shares)
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
333,332 (including warrants to acquire 166,666 shares)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
8.1%
12. Type of Reporting Person
BD
Item 1. (a) Name of Issuer:
Clean Diesel Technologies, Inc. ("Issuer")
Item 1. (b) Address of Issuer's Principal Executive Offices:
4567 Telephone Road, Suite 206
Ventura, California 93003
Item 2. (a) Name of Person Filing:
Allen & Company LLC
(b) Address or Principal Business Office or, If None, Residence:
711 Fifth Avenue, New York, NY 10022
(c) Citizenship:
New York
(d) Title of Class of Securities
Common Stock, Par Value $0.01 Per Share
(e) CUSIP Number: 18449C401
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) |X| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b) |_| Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) |_| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with ss.240.13d- 1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| A non-U.S. institution in accordance with
ss.240.13d-1(b)(1)(ii)(J);
(k) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(K).
Item 4. Ownership
(a) Amount beneficially owned:
333,332 (including warrants to acquire 166,666 shares)*
(b) Percent of class:
8.1%*
(c) Number of shares as to which such person has:*
(i) Sole power to direct the vote: 333,332 (including
warrants to acquire 166,666 shares)
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or direct the disposition of:
333,332 (including warrants to acquire 166,666 shares)
(iv) Shared power to dispose or direct the disposition of: 0
* The number of shares reported hereby does not reflect the sale by the
Reporting Person of an aggregate of 55,556 shares subsequent to the
December 31, 2010 date of this filing. Following such sale, the Reporting
Person beneficially owned 277,776 shares (which includes warrants to
acquire 166,666 shares), which constitutes beneficial ownership of
6.8% of the class.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the following |_|
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 4, 2011
Allen & Company LLC
By: /s/ Kim M. Wieland
--------------------------
Name: Kim M. Wieland
Title: Chief Financial Officer